Singapore Branch Office
A foreign firm which is registered out of Singapore and conducts significant business operations in Singapore and makes business revenues on consistent basis should be registered as a Singapore Branch office under the Companies Act in Singapore.
The branch office is treated as the part of a foreign company and will not have a different legal identity. Two persons should be appointed by it who complies with authorities’ official notices and who are appointed as legal agents as Singapore Citizens for rendering official services. For tax treatment, company’s branch office shall be treated as non-resident company.
Features of Branch Office in Singapore
Requirements for registering a Branch of a Foreign Company
- Under the Companies Act, the minimum number of authorised representatives required is one.
- The branch of a foreign company must have at least one authorised representative who is ordinarily resident in Singapore.
- Being “ordinarily resident in Singapore” means the authorised representative’s usual place of residence is in Singapore. A Singapore Citizen, Singapore Permanent Resident or an EntrePass holder can be accepted as a person who is ordinarily resident here.
- The application is usually processed within 15 minutes after the name application fee is paid.
- It may take between 14 days to 2 months if the application needs to be referred to another agency for approval or review.
- For example, if the intention of the branch of a foreign company is to carry out activities involving the setting up of a private school, the application will be referred to the Ministry of Education.
- The branch of a foreign company may commence business once it is registered with ACRA. This is on condition that the branch does not require any licences/approvals from other government agencies in order to carry out the business activities.
Company name reservation
- An approved company name will be reserved for 120 days from the date of name approval.
- No further extension of name reservation period is allowed by the authority.
- The directors, authorised representatives and other company officers may report an alternate address with the Registrar for a specified fee.
- The alternate address must be located in the same jurisdiction as the individual’s residential address.
- Therefore if the officer is locally resident, his alternate address cannot be a foreign address.
- The alternate address cannot be a P.O. Box address and must be an address where the person can be contacted.
Annual Filing for Foreign Companies
- Legal requirements for annual filing of accounts such as preparing a balance sheet and lodging audited accounts for branches of foreign companies.
Financial Reporting Obligations
Head Office Accounts
- All foreign companies, during their annual filing, are required to lodge their financial statements as well as those of their Singapore Branches with the Registrar. In relation to the lodgement of foreign companies’ financial statements:
a) if a foreign company is required by the law of its incorporation to table financial statements at an annual general meeting, and the financial statements are prepared using accounting standards similar to the Accounting Standards or are acceptable to the Registrar, the foreign company can lodge that set of financial statements with ACRA; and
b) in any other case, the foreign companies are required to prepare and lodge their financial statements prepared in accordance with the Accounting Standards unless they had obtained approval from the Registrar under section 373(13) of the Act for relief from requirements as to audit or form and content of the financial statements and other documents.
- There is no exemption for waiver from filing of a foreign company’s financial statements.
Singapore Branch Accounts
- All Singapore Branches are required to prepare audited profit and loss account which complies with the Accounting Standards and give a true and fair view of the profit or loss arising out of their operations in Singapore, and audited statement showing their assets used in and liabilities arising out of their operations in Singapore, and lodge these documents with ACRA, unless they have obtained approval from the Registrar under:
a) waiver from filling of the Singapore Branch accounts under section 373(12) or
b) relief from requirements as to audit or form and content of the documents under section 373(13)
Extension of time to file annual return or hold an AGM
- ACRA is prepared to grant a one-off extension of up to 2 months for a foreign company which is required to prepare Head Office financial statements under the laws of its place of incorporation or origin, but not required to table financial statements at an annual general meeting.
- The authorised representative(s) of the foreign company are to make the application within 6 months and 30 days from the financial year end of the foreign company.
- The application has to be submitted before the deadline of annual filing with applicable fees to the authority.
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